SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Mark One
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File No. 1-13620
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
WKE Corp. Bargaining Employees' Savings Plan
220 West Main Street
P.O. Box 32030
Louisville, Kentucky 40232
B. Name of issuer of the securities held pursuant to the Plan and
the address of its principal executive office
Powergen plc
53 New Board Street
London EC2M 1SL
WKE CORP. BARGAINING EMPLOYEES' SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULE
AS OF DECEMBER 31, 2000 AND 1999
TOGETHER WITH AUDITORS' REPORT
WKE CORP. BARGAINING EMPLOYEES' SAVINGS PLAN
Financial Statements and Schedule
As of December 31, 2000 and 1999
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INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
REFERENCE
---------
Report of Independent Public Accountants........................................................Page 1
Statements of Net Assets Available for Benefits as of December 31, 2000 and 1999................Page 2
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 2000..........................................................................Page 2
Notes to Financial Statements and Schedule as of December 31, 2000 and 1999................Pages 3 - 6
Schedule I - Item 4(i) - Schedule of Assets Held for Investment Purposes,
As of December 31, 2000.......................................................................Page 7
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustees of the
WKE Corp. Bargaining Employees' Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the WKE Corp. Bargaining Employees' Savings Plan as of December 31, 2000 and
1999, and the related statement of changes in net assets available for benefits
for the year ended December 31, 2000. These financial statements and the
schedule referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the WKE Corp.
Bargaining Employees' Savings Plan as of December 31, 2000 and 1999, and the
changes in net assets available for benefits for the year ended December 31,
2000 in conformity with accounting principles generally accepted in the United
States.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule of assets held for
investment purposes as of December 31, 2000 is presented for purposes of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Louisville, Kentucky
June 13, 2001
1
WKE CORP. BARGAINING EMPLOYEES' SAVINGS PLAN
Statements of Net Assets Available for Benefits
As of December 31, 2000 and 1999
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PARTICIPANT DIRECTED
---------------------------
2000 1999
---------- ---------
Investments, at fair value (Note 3) $3,485,905 $2,185,313
Contributions receivable
Participant 45,264 36,555
Employer 14,959 12,222
---------- ----------
Net assets available for benefits $3,546,128 $2,234,090
========== ==========
Statement of Changes in Net Assets Available for Benefits
For the Year ended December 31, 2000
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PARTICIPANT
DIRECTED
---------------
Net assets available for benefits, beginning of year: $ 2,234,090
---------------
Additions:
Participant contributions 1,074,016
Employer contributions 355,558
Interest and dividend income 310,299
Net realized gains on LG&E Energy
Corp. Common Stock Fund 37,538
Net depreciation from shares in registered
investment companies (457,617)
--------------
Total additions 1,319,794
--------------
Deductions:
Distributions/withdrawals (7,176)
Administrative fees (580)
--------------
Total deductions (7,756)
--------------
Net assets available for benefits, end of year: $ 3,546,128
==============
The accompanying notes to financial statements and schedule are an integral part
of these statements.
2
WKE CORP. BARGAINING EMPLOYEES' SAVINGS PLAN
Notes To Financial Statements and Schedule
December 31, 2000 and 1999
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(1) DESCRIPTION OF PLAN-
The following description of the WKE Corp. Bargaining Employees' Savings
Plan (the "Plan") provides only general information. Participants should
refer to the Plan document for a more complete description of the Plan's
provisions.
(a) GENERAL--The Plan is a fully participant directed defined
contribution plan that was established on July 17, 1998. All
bargaining unit employees of WKE Corp., Western Kentucky Energy
Corp. and WKE Station Two Inc. (collectively the "Company") are
eligible to participate in the Plan on the first of the month on
or following the completion of three months of continuous
employment. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
On December 11, 2000, LG&E Energy Corp. (parent to the Company)
was acquired by Powergen plc for cash of approximately $3.2
billion or $24.85 per share and the assumption of all of LG&E
Energy Corp.'s debt. Upon the acquisition, all LG&E Energy Corp.
stock held by the Plan was liquidated and proceeds were invested
into the Fidelity Retirement MM Portfolio. Participants must
transfer these assets from this fund into other investment fund
options within six months.
(b) CONTRIBUTIONS AND VESTING--Employees choosing to participate may
elect to contribute an amount equal to an integral percentage from
one percent (1%) to fifteen percent (15%) of base pay on a pre-tax
or after-tax basis. The Company in turn will match fifty percent
(50%) of the employees' contribution on the first six percent (6%)
of eligible compensation. Such contributions are allocated to the
specific participant's investment fund accounts based upon the
participant's election. Employee contributions, plus actual
earnings thereon, are vested immediately. Company contributions
are 20% vested for each year of service with 100% vesting after
five years.
Forfeited balances of terminated participants are used to reduce
future Company contributions. As of December 31, 2000, there have
been no balances forfeited by terminating participants of the
Plan.
(c) PARTICIPANT ACCOUNTS--Each participant's account is credited with
the participant's contribution and allocations of the Company's
contribution and Plan earnings. Allocations are based on
participant earnings or account balances, as defined. The benefit
to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
3
WKE CORP. BARGAINING EMPLOYEES' SAVINGS PLAN
Notes To Financial Statements and Schedule
December 31, 2000 and 1999
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(d) PARTICIPANT LOANS--Participants may borrow from their fund
accounts a minimum of $1,000 up to a maximum equal to the lesser
of $50,000 or 50 percent of their account balance. Loan
transactions are treated as a transfer to (from) the investment
fund from (to) the Participant Loans fund. Loans to purchase a
home can not exceed 15 years and all other loans are for a period
not exceeding five years. No more than two loans shall be made to
a participant during a Plan year. The loans are secured by the
balance in the participant's account and bear interest at an
agreed upon rate commensurate with local prevailing rates.
Interest rates on loans currently range from 7.75 percent to 9.50
percent. Principal and interest is paid ratably through monthly
payroll deductions. Those participants that elect to take a loan
are charged a minimal one-time loan-processing fee.
(e) PAYMENT OF BENEFITS--On termination of service due to death,
disability, retirement, or other reasons, a participant may elect
to receive a lump-sum amount equal to the value of the
participant's vested interest in his or her account, periodic
annual installments for a period not to exceed fifteen years, or
any combination of lump-sum and periodic installments.
(2) SUMMARY OF ACCOUNTING POLICIES-
(a) BASIS OF ACCOUNTING--The financial statements of the Plan are
prepared under the accrual method of accounting in accordance with
accounting principles generally accepted in the United States.
(b) USE OF ESTIMATES--The preparation of financial statements in
conformity with accounting principles generally accepted in the
United States requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
changes in net assets during the reporting period. Actual results
could differ from those estimates.
(c) INVESTMENT VALUATION AND INCOME RECOGNITION--The Plan's
investments are stated at fair value. Shares of registered
investment companies and all other investments are valued at
quoted market prices in an active market which represent the net
asset value of shares held by the Plan at year end. Participant
loans receivable are valued at cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis.
(d) RISKS AND UNCERTAINTIES--The Plan provides for investment in
various investments. Investment securities, in general, are
exposed to various risks, such as interest rate, credit and
overall market volatility risks. Due to the level of risk
associated with certain investment securities, it is reasonably
possible that changes in the values of investment securities will
occur in the near term and such changes could materially affect
the amounts reported in the statements of net assets available for
benefits.
4
WKE CORP. BARGAINING EMPLOYEES' SAVINGS PLAN
Notes To Financial Statements and Schedule
December 31, 2000 and 1999
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(e) PAYMENT OF BENEFITS--Benefits are recorded when paid.
(3) INVESTMENTS-
The fair value of the Plan's investments at December 31, 2000 and 1999
are summarized in the following table ("*" indicates that the investment
balance represents 5% or more of the net assets available for the
respective year):
2000 1999
------------------ ------------------
Registered Investment Companies:
Fidelity Magellan Fund $ 914,086* $ 633,174*
Fidelity Equity Income II Fund 671,261* 458,029*
Fidelity Contrafund 453,407* 305,872*
Fidelity Puritan Fund 116,757 77,182
Fidelity Retirement MM Portfolio 155,600 -
Fidelity Retirement Government MM Portfolio 156,088 89,842
Fidelity Intermediate Bond Fund 55,862 40,005
Spartan U.S. Equity Index Fund 359,130* 251,721*
Warburg Pincus Emerging Growth Fund 240,715* 161,211*
Templeton Foreign Fund A 109,260 68,790
Janus Worldwide Fund 199,811* 13,246
----------------- -----------------
3,431,977 2,099,072
Common Stock:
LG&E Energy Corp. Common Stock Fund - 74,006
Participant Loans 53,928 12,235
----------------- -----------------
$ 3,485,905 $ 2,185,313
================= =================
(4) RELATED PARTY TRANSACTIONS-
Certain Plan investments are shares of mutual funds managed by
subsidiaries of Fidelity Management Research Corp. Fidelity Management
Trust Company (a subsidiary of Fidelity Management Research Corp.) is the
trustee as defined by the Plan, and therefore, these transactions qualify
as party-in-interest.
(5) PLAN TERMINATION-
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
(6) ADMINISTRATIVE COSTS-
Certain administrative services are provided by the Company at no cost to
the Plan and certain expenses incurred for the administration of the Plan
are paid by the Company.
5
WKE CORP. BARGAINING EMPLOYEES' SAVINGS PLAN
Notes To Financial Statements and Schedule
December 31, 2000 and 1999
- ------------------------------------------------------------------------------
(7) TAX STATUS-
The Internal Revenue Service has determined, and informed the Company by
a letter dated March 31, 2000, that the Plan and related trust are
designed in accordance with the applicable sections of the Internal
Revenue Code.
(8) SUBSEQUENT EVENT-
On April 9, 2001, E.ON AG announced a recommended pre-conditional cash
offer for Powergen plc. The acquisition is expected to close in 2002
shortly after all of the conditions to consummation of the acquisition
are met. The effects to the Plan, if any, are not known at this time.
6
WKE CORP. BARGAINING EMPLOYEES' SAVINGS PLAN SCHEDULE I
PLAN SPONSOR: WKE CORP.
EIN 61-1329628
PLAN NO. 002
ITEM 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
AS OF DECEMBER 31, 2000
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IDENTITY OF ISSUE DESCRIPTION OF ASSET FAIR VALUE
- ---------------------- --------------------------------------------- --------------
*Fidelity Fidelity Magellan Fund $ 914,086
*Fidelity Fidelity Equity Income II Fund 671,261
*Fidelity Fidelity Contrafund 453,407
*Fidelity Fidelity Puritan Fund 116,757
*Fidelity Fidelity Retirement MM Portfolio 155,600
*Fidelity Fidelity Retirement Government MM Portfolio 156,088
*Fidelity Fidelity Intermediate Bond Fund 55,862
*Fidelity Spartan U.S. Equity Index Fund 359,130
Warburg Pincus Warburg Pincus Emerging Growth Fund 240,715
Templeton Templeton Foreign Fund A 109,260
Janus Janus Worldwide Fund 199,811
*Participants Participant Loans ** 53,928
-------------
Total $ 3,485,905
=============
* Party-in-interest
** Rate of interest = range from 7.75% to 9.50%
The accompanying notes to financial statements and schedule are an integral part
of this schedule.
7
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, all
members of the Committee having responsibility for the administration of WKE
Corp. Bargaining Employees' Savings Plan have duly caused this annual report to
be signed on its behalf by the undersigned thereunto duly authorized.
WKE Corp. Bargaining Employees' Savings Plan
- --------------------------------------------
Name of Plan
June 29, 2001
/s/ Richard Aitken-Davies
--------------------------
Richard Aitken-Davies
/s/ S. Bradford Rives
---------------------
S. Bradford Rives
/s/ Frederick J. Newton III
---------------------------
Frederick J. Newton III
/s/ Chris Hermann
-----------------
Chris Hermann
/s/ David K. Arbough
--------------------
David K. Arbough